Common use of Offers of Employment Clause in Contracts

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will (a) Section 6.10(a) of the Seller Disclosure Letter sets forth a list of the Employees as of the date hereof, and shall be a continuity updated and delivered to Buyer at the conclusion of each calendar quarter and approximately thirty (30) days prior to Closing. (b) By such date as may be reasonably requested by Seller (and no later than twenty (20) days prior to the anticipated Closing Date), Buyer shall give Qualifying Offers of employment for all Acquired Company Employees and to each of the Employees. As used herein, a “Qualifying Offer” means an offer by Buyer to employ the individual with the Business Employees following the Closing Date, except as specifically provided (i) at a level of base pay at least equal to such employee’s base pay in this Section 10.1(a). At least five days effect immediately prior to the Closing Date, Purchaser shall(ii) with a primary work location within the City of Philadelphia, or and (iii) with benefits that, together with wages, are in the aggregate substantially comparable to the aggregate benefits and wages in effect for such employee immediately prior to the Closing Date. All Qualifying Offers of employment made by Buyer pursuant to this Section 6.10(b) shall cause one or more be made in accordance with all applicable contractual requirements and Legal Requirements, shall be conditioned only on the occurrence of its Designated Affiliates tothe Closing, make a general offer of employment, effective and shall include such additional information as shall be mutually agreed by Seller and Buyer. As of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer all Employees shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offerbe employees of Buyer, unless at least five (A5) the Business Employee expressly rejects such offer before Days prior to the Closing Date or (B) such Employee has failed to accept in writing Buyer’s Qualifying Offer of employment. Buyer shall keep Seller reasonably apprised as to the Business Employee otherwise indicates by his or her actions that status of all such offer of employment has not been accepted offers and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of any failure to accept such non-offers. Following acceptance of the offer. The Business Employees who are deemed Qualifying Offers, Buyer shall provide written notice thereof to have accepted such offerSeller, and all Acquired Company Employees, are collectively Seller shall provide Buyer with access to the Transferred Employee Records. Each such person who becomes employed by Buyer pursuant to this Section 6.10(b) is referred to herein as the a “Transferred EmployeesEmployee”.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will (a) Prior to Closing, Seller shall provide Buyer reasonable access to Seller’s premises and the Books and Records to the extent permitted by applicable Law and necessary to make the employment offers to Transferred Employees. A “Transferred Employee” shall be a continuity of employment an Affected Employee who (i) is eligible to be employed in the United States, and (ii) is either (1) actively performing services for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days Seller immediately prior to the Closing Date, Purchaser shallEffective Time, or shall cause one (2) is on Family and Medical Leave Act or more of its Designated Affiliates tosimilar state-law family or pregnancy leave, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity military leave, short-term disability leave or another approved other leave of absenceprotected by federal, state or applicable local Law (other than workers’ compensation leave). Buyer and Seller agree to announce to Affected Employees within fifteen (15) days of this Agreement that Buyer intends to offer employment to Affected Employees as provided under this Section 9.1 and consistent with Section 9.3(d), contingent upon approval of the transactions contemplated hereby by federal regulators. No later than five (5) days before the Effective Time (or, with respect to the Transferred Employees set forth on Schedule 7.1(b), on or before such date set forth in Schedule 7.1(b)), Buyer shall, or shall cause one of its Affiliates to, offer each Transferred Employee an offer of employment contingent upon the Transferred Employee completing all necessary paperwork and other legal requirements for Buyer to employ the Transferred Employee. In addition, if an Affected Employee is not actively at work with Seller as of the Effective Time due to a workers’ compensation injury and the Affected Employee is certified as being able to return to work within twelve (12) months of the Effective Time, Buyer shall, or shall cause one of its Affiliates to, make an offer of employment to such Affected Employee in accordance with the provisions of this Section 9.1. Effective immediately before the Effective Time (or, in the case of each Business an Affected Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”out on workers’ compensation, when the Affected Employee is certified as being able to return to work), such offer Seller shall be on terms and conditions satisfying terminate the requirements employment of all the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Transferred Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to Transferred Employees shall commence employment with Buyer effective as of the “Transferred EmployeesEffective Time.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity (a) Seller’s employees listed on Schedule 10.5 are the “Prospective Employees.” Buyer (for purposes of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days 10.5 meaning RNRC only) shall offer employment to all of the Prospective Employees. (b) Buyer’s employment offers to Prospective Employees shall be made in writing during a “hiring period” beginning on the Execution Date and ending two weeks prior to the scheduled Closing. Buyer may require each Prospective Employee to submit a formal application for employment and submit to Buyer’s customary hiring procedures. Each such employment offer shall be for a position with Buyer at a salary or wage that is no less than the base salary (or the base wage rate) plus any shift differential applicable with respect to such Prospective Employee on the Closing DateDate (“Equivalent Wage”). Equivalent Wage shall not include the value of any benefit plan or program, Purchaser shallincluding without limitation, the ChevronTexaco Success Sharing Program and/or Management Incentive Plan, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective any other company incentive program in effect as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of Each such employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall also be on terms and conditions satisfying for a position at a work location that is fifty (50) miles or less from the requirements Prospective Employee’s work location at the time of the applicable Collective Bargaining Agreement offer. (as set forth in Section 10.1(a)(iic) below concerning PurchaserSeller will terminate the employment of all Prospective Employees who accept Buyer’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before employment offers on the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before Prospective Employees who become Buyer’s employees as of the Closing Date are the “Affected Employees.” Prospective Employees who do not become Affected Employees are “Remaining Employees.” (d) Nothing in this Agreement shall affect Buyer’s right to terminate the employment of any Affected Employee on or after the date he or she becomes Buyer’s employee, with or without cause; provided that Buyer shall comply with the terms of the severance program required by Section 10.5.5(b) below if such termination is prior to one year after the Closing Date. (Be) Buyer shall control and be responsible for the Business process by which the Buyer offers employment to Prospective Employees. Buyer may interview any Prospective Employee otherwise indicates during normal working hours (including interviews on site) consistent with the operating requirements of Seller and, with the written permission of the Prospective Employee (a copy of which written permission shall be furnished to Buyer), may review and retain copies of such Prospective Employee’s training, attendance and safety records (if any) maintained by his or her actions that such offer Seller. All of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies the original personnel records maintained by Seller within 30 days following relating to the Prospective Employees shall remain with Seller after the Closing Date and shall not be turned over to Buyer. Buyer shall, however, have access to and use of such non-acceptance records as may be required in connection with the prosecution or defense of the offer. The Business Employees who are deemed to have accepted such offerany administrative or court claim, and all Acquired Company Employees, Seller shall not destroy any such records prior to the time such records are collectively referred scheduled for destruction pursuant to as Seller’s records retention policy applicable to records of this type. (f) Buyer shall not reduce an Affected Employee’s salary (or wage rate) below the “Transferred EmployeesAffected Employee’s Equivalent Wage prior to one year after the Closing Date.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties (a) Each Contributing Party has developed and attached hereto intend that there will be as Schedules 9.1(a)(i) and 9.1(a)(ii) respectively, a continuity list of employment for all Acquired Company Employees employees engaged in the Contributed Business of such Contributing Party as of the date of this Agreement, and shall update such list through the Closing Date ("Contributed Business Employees"). Contributed Business Employees who are members of a labor union or subject to a collective bargaining or other agreement as indicated in such Schedules 9.1(a)(i) and 9.1(a)(ii), respectively, are sometimes referred to as "Union Employees". (b) Immediately following the Closing, the Company shall identify the Contributed Business Employees (subject to any further determination under this Section 9.1(b)) whose services it does not desire to lease from a Contributing Party. Commencing on the Closing Date, except all Contributed Business Employees excluding those identified by the Company pursuant to the forgoing sentence (the "Leased Employees") shall be leased by the Contributing Parties to the Company pursuant to the terms of the applicable Leased Employees Agreement. The period from the Closing Date to the end of the term of the Leased Employees Agreements is referred to as specifically provided the "Leasing Period". From time to time during the Leasing Period, the Company may identify Leased Employees whose services it no longer needs to lease and, upon written notice from the Company to the Contributing Party, such individuals shall no longer be Leased Employees subject to the Leased Employees Agreement. In addition, in this Section 10.1(a). At least five days the event that a Leased Employee terminates his or her employment with Apogee or PPG prior to the Closing Datetermination of the Leasing Period, Purchaser shalland the Company desires to replace such Leased Employee, or the Company desires to obtain the services of additional employees during the Leasing Period, the Company shall cause one or more direct PPG to hire such replacement and such replacement shall become a Leased Employee of its Designated Affiliates toPPG under the PPG Leased Employees Agreement. The provisions of this Section 9.1(b) shall be subject to any requirements under collective bargaining agreements applicable to the Contributed Business Employees, make a general offer such as requirements in respect of seniority in the event of termination of employment, effective as . (c) Prior to the termination of the Closing DateLeasing Period, through the Company shall offer employment to the Contributed Business Employees who are actively at work at the termination of the Leasing Period. Leased Employees who are not actively at work at the end of the Leasing Period (excluding Leased Employees no longer subject to the Leased Employees Agreement) will be offered employment by the Company, provided that a general notice job is available and -------- provided that any such Leased Employee returns to active employment within -------- twelve (12) months following the end of transfer the Leasing Period. Leased Employees who are not actively at work at the end of the Leasing Period (pursuant excluding Leased Employees no longer subject to methodologies mutually agreed upon by Seller the Leased Employees Agreement) and Purchaser) to each Business Employee (including any individuals who are on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of will be offered employment are governed by a Collective Bargaining Agreement (“Represented Employees”in accordance with this Section 9.1(c), provided, that such offer shall be on terms and conditions satisfying -------- Leased Employee obtains a medical release or other documentation reasonably satisfactory to the requirements Company that evidences the employee's ability to perform the essential functions of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that regular work, with or without reasonable accommodation. (d) Leased Employees who are offered employment with the Company and who accept such offer prior to the termination of the Leasing Period shall become employees of the Company as of the termination of the Leasing Period, unless such Leased Employees are not actively at work at the end of the Leasing Period, in which case, such Leased Employees shall become employees of the Company as of their return to work as described in Section 9.1(c) above (such employees accepting the offer of employment has not been accepted and Purchaser or one or more with the Company, "Transferred Employees"). At the direction of the Company, each Contributing Party shall terminate the employment of all of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance Leased Employees who become Transferred Employees as of the offertermination of the Leasing Period. At the direction of the Company, each Contributing Party shall provide Contributed Business Employees with COBRA and HIPPA notification as required by law upon termination of employment, subject to the Company's agreement (i) to assume any and all liability and obligation with respect to any and all claims incurred after Closing with respect to such Contributed Business Employees without regard to whether the Contributed Business Employee became a Leased Employee or a Transferred Employee and without regard to whether the claim arose out of coverage attributable to active employment or COBRA continuation coverage, and (ii) to indemnify and hold harmless such Contributing Party for any and all costs, fees, penalties and other expenses arising in connection with such claims. (e) The Company shall provide severance benefits to Contributed Business Employees of a Contributing Party who do not become Leased Employees, or who do not become Transferred Employees solely because they do not receive an offer of employment from the Company, equivalent to the severance benefits under the provisions of the severance plan maintained by the such Contributing Party. Each Contributing Party shall provide such assistance as the Company may request in this regard; it being understood that the Company shall be solely responsible for all amounts paid to any such Contributed Business Employees pursuant to such severance plan. (f) Subject to Section 9.2(b)(i) below, Contributed Business Employees who are deemed to have accepted receive an offer of employment from the Company shall not be eligible for severance benefits under the applicable Contributing Party's severance plan or otherwise whether or not such Contributed Business Employee accepts the offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties Subject to the other provisions of this Section 7.8, Buyer shall offer employment to each Company Employee identified on Schedule 7.8(a) who is actively at work as of the Closing Date and who satisfies Buyer’s employment policies and procedures. Each such employee who (i) accepts Buyer’s employment offer, (ii) executes and delivers Buyer’s standard form Confidentiality and Non-Solicitation Agreement in the form attached hereto intend that there will be a continuity of employment as Exhibit E and (iii) actually performs services for all Acquired Company Employees and Buyer on the first Business Employees Day following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior shall be deemed to the Closing Datebe a “Transferred Employee.” Each Company Employee who, Purchaser shall, at or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer is not actively at work (pursuant other than those who are on vacation) due to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leavean approved medical, shortlong-term disability disability, family, military or personal leave or another approved leave of absence). In under the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement Company’s policies (collectively, the “Represented Inactive Employees”), such offer ) shall not be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement deemed to be a Transferred Employee unless he or she returns to active employment within thirty (as set forth in Section 10.1(a)(ii30) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before days following the Closing Date. Each Business Inactive Employee will be deemed to have accepted such offer, unless who does not report for active work within thirty (A30) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of shall not be hired by Buyer, shall receive such non-acceptance severance payments as such employee may be eligible to receive under the Companies’ severance policy (if any) in effect immediately prior to the Closing and shall not be eligible for severance under Buyer’s severance policy. During the period between the date hereof and the Closing Date, Sellers shall allow Buyer reasonable access to the Company Employees to conduct interviews and other customary employment screening to the extent permitted by applicable Law. None of the offer. The Business Employees who are deemed Companies or Xxxxxx Xxxxxx (i) shall make any promises or commitments to have accepted any Company Employee with regard to his or her employment status with Buyer or the terms or conditions upon which such offeremployment might occur or be continued, and all Acquired or (ii) shall take any action that would impede, hinder or otherwise interfere with Buyer’s efforts to hire any Company Employees, are collectively referred to as the “Transferred EmployeesEmployee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Buyer shall make an offer of employment for to all Acquired Company active Employees and Business Employees following in accordance with the provisions of this Article VIII, at least thirty (30) days prior to the Closing DateDate (or such longer period required to avoid contractual or other severance obligations, except including any compensation or benefits payable during a termination notice period), with such employment to be effective as specifically provided in this Section 10.1(a)of the Closing. At least five days Any such offer of employment shall (a) be for a position that is comparable to the type of position held, with respect to both job level and duties, by such Employee immediately prior to the Closing Date, Purchaser shall(b) be at a geographic location that is within the greater of (i) fifty (50) straight-line miles of the Employee’s home or (ii) the distance from the Employee’s home and place of work immediately prior to the Closing Date, and (c) provide an annual base salary or shall cause one or more wage rage and an annual incentive compensation opportunity (which for the avoidance of its Designated Affiliates todoubt, make a general does not include any equity-based compensation) which is not less favorable than that received by Employee immediately prior to the Closing Date, and (d) be contingent on such offered Employee being designated as “active” on Schedule 8.1 at the Closing. Each such Employee who accepts such offer of employmentemployment from Buyer is referred to herein as a “Transferred Employee”; provided, that Transferred Employees shall not include any Employees that are designated as “inactive” on Schedule 8.1 at the Closing. Except as otherwise specifically provided in this Article VIII or to the extent required by applicable Law, effective as of the Effective Time, the Transferred Employees shall cease all active participation in and accrual of benefits under the Employee Benefit Plans. With respect to Employees who are designated as “inactive” on Schedule 8.1 at the Closing Date(referred to herein as an “Inactive Employee”), through a general notice Buyer shall be required to offer employment to such Inactive Employee, in accordance with the provisions of transfer (pursuant this Article VIII, effective as of the date such Inactive Employee notifies Buyer in writing that such individual has returned to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence)active status. In the case of each Business any such Inactive Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), who accepts such offer of employment, (x) such Employee shall be on terms and conditions satisfying the requirements become a Transferred Employee as of the date such Employee presents himself or herself to Buyer for active employment, (y) except as otherwise required by applicable Collective Bargaining Law or otherwise specifically provided in this Agreement, all references in this Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of to the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”)Closing, such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will Date and the Effective Time shall instead be deemed to have accepted refer to the date such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offerbecomes a Transferred Employee, and all Acquired Company Employees, are collectively referred (z) Buyer shall have no obligation to as provide compensation and benefits to each such Employee until the “date he or she becomes a Transferred EmployeesEmployee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Each Business Employee (other than Business Employees following who are on long-term disability or other long term leave of absence) who is not an Automatic Transferred Employee is referred to herein as an “Offer Employee”. With respect to non-U.S. Offer Employees, the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, to make a general an offer of employmentemployment to such non-U.S. Offer Employee (which offer may be of at-will employment to the extent permitted by applicable Law), at least fifteen (15) days prior to the anticipated Local Closing Date (or such longer period as may be required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such employment to be effective as of the applicable Local Closing Date. With respect to U.S. Offer Employees, through a general notice the Purchaser shall, or shall cause one of transfer (pursuant its Affiliates to methodologies mutually agreed upon by Seller and Purchaser) make an offer of employment to each Business such U.S. Offer Employee (including which offer may be of at-will employment to the extent permitted by applicable Law), at least fifteen (15) days prior to the anticipated expiration of the term of the Employee Leasing Agreement (or such longer period as may be required by applicable Law, the terms of any individuals on maternity leaveapplicable Labor Contract or the Severance Obligations), short-with such employment to be effective as of the first day following the expiration of the term disability leave or another approved leave of absence)the Employee Leasing Agreement. In Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for terms and conditions of employment which, in the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Datesufficient to avoid Severance Obligations. Each Business such Offer Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that who accepts such offer of employment has from the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. The Seller shall retain all Liabilities with respect to any Offer Employee who does not been accepted and Purchaser accept an offer of employment that complies with the terms of this Agreement. Except as otherwise specifically provided in this Section 5.10 or one or more to the extent required by applicable Law, effective as of its Designated Affiliates notifies Seller within 30 days following the day after the Closing Date (or such later date on which a Transferred Employee commences employment with the Purchaser), the Transferred Employees shall cease (x) all active participation in and accrual of benefits under the Business Benefit Plans, other than any such nonplan that is sponsored, maintained, contributed to or required to be contributed to by the Transferred Entity and (y) receiving payment of their wages from the Seller Group. If and to the extent that any Business Employee who is on long-acceptance term disability or other long-term leave of absence as of the offer. The Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within 180 days of the Closing Date, the Purchaser shall make such Business Employees who are deemed to have accepted Employee an offer of employment as provided above and, if accepted, such Business Employee will become a Transferred Employee from and after the date that his or her employment with the Purchaser or any of its Affiliates commences as provided in such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (to the extent permitted by applicable Law) employment to the Employees in accordance with the provisions of this Section 7.5, at least thirty (30) days prior to the Closing Date (or such longer period required by applicable Law or the terms of any Union Contract), with such employment to be a continuity effective as of the Closing (or such later date as provided in Section 7.5(e)). Any such offer of employment shall be for all Acquired Company a position that is comparable to the type of position held by such Employee immediately prior to the Closing Date and shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such severance is automatic pursuant to applicable Law or the terms of any Union Contract. Each Employee (other than a European Employee) who accepts the offer of employment, including offers described in Section 7.5(e), from Buyer or a Buyer Corporation, is referred to herein as an “ASC Transferred Employee”. ASC Transferred Employees and Business European Transferred Employees following the Closing Date, except are referred to collectively herein as “Transferred Employees”. Except as otherwise specifically provided in this Article VII or to the extent required by applicable Law, effective as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans. Notwithstanding the foregoing, (i) any failure of any offer of employment made to an Employee primarily based in Russia (each, a “Russian Employee”) to comply with the timing requirements set forth in thisSection 7.5(c) shall not be a breach of this Section, provided that (x) prior to the Closing Date each Russian Employee (1) executes a release of claims in favor of Ashland and any applicable Asset Selling Corporation in accordance with Russian law and in a form reasonably satisfactory to Ashland releasing Ashland and the Asset Selling Corporations from any and all claims arising from the failure to timely inform and consult with such Russian Employee, (2) is provided with a draft of an employment agreement with Buyer or a Buyer Corporation in substantially final form (a “Russian Employment Agreement”) and (3) executes and returns to Buyer such Russian Employment Agreement, and (y) Buyer or a Buyer Corporation executes each Russian Employment Agreement on or immediately prior to the Closing Date and (ii) any failure of any offer of employment made to an Employee primarily based in Mexico (each, a “Mexican Employee”) to comply with the timing requirements set forth in this Section 10.1(a). At 7.5(c) shall not be a breach of this sentence, provided that Buyer or a Buyer Corporation make offers of at-will (to the extent permitted by applicable Law) employment to each Mexican Employee in accordance with the provisions of this Section 7.5, at least five twenty three (23) days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated Affiliates to, make a general offer of employment, with such employment to be effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (later date as set forth provided in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements7.5(e). In the case of each other Business Employee (“Non-Represented Employees).”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend No more than 21 and at least three days before the Closing Date, Purchaser shall offer employment to (a) at least 85% of the Facility Employees in the aggregate and (b) at least 85% of the Facility Employees employed in each of the Xxxxx Facility and the Charlevoix Facility. In making hiring determinations pursuant to this Section 7.1, Purchaser shall comply with all applicable Laws respecting employment offers and hiring, including the National Labor Relations Act, Title VII of the Civil Rights Act or 1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act. Seller shall provide Purchaser and its representatives reasonable access to the Facility Employees to assist Purchaser in its determination. Purchaser agrees that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except it shall maintain employee benefit and compensation plans, programs and arrangements for the benefit of the Transferred Employees (as specifically provided defined below) that in this Section 10.1(a). At least five days prior the aggregate provide a level of compensation and benefits that is substantially similar to the Closing Datelevel provided under the corresponding employee benefit plans and arrangements of Purchaser or its Affiliates that are applicable to their respective similarly situated employees, Purchaser shallor, or shall cause one or more of its Designated Affiliates toas applicable, make a general offer of employment, effective as of in accordance with the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable any Assumed Collective Bargaining Agreement (Agreement. Each Facility Employee who receives an offer and accepts such offer of employment shall be referred to herein as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of a "Transferred Employee," and each other Business Employee (“including those individuals identified on Section 4.12(a) of the Seller Disclosure Schedule and the Facility Employees who do not receive offers of employment from Purchaser) shall be referred to herein as a "Non-Represented Employees”)Transferred Employee," provided, however, that in the event a Transferred Employee fails to pass the drug test(s) given by the Purchaser in the ordinary course of hiring new employees and in accordance with applicable Law, such offer Transferred Employee shall be at deemed a Non-Transferred Employee for all purposes of this Agreement. Seller shall terminate the same base salary or base hourly wage rate employment of each Transferred Employee effective as in effect immediately before of 11:59 p.m. on the Closing Date. Each Purchaser shall inform Seller not later than one Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following Day after the Closing Date of such non-acceptance the identity of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Transferred Employees, are collectively referred subject to as subsequent updates based on the “Transferred Employeesforegoing.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing DateAs soon as practicable, except as specifically provided but in this Section 10.1(a). At least five no event later than seven (7) days prior to the Closing Date, Purchaser shall, or shall cause one or more of its Designated applicable Affiliates to, make a general offer of employment, effective as of the Closing Date, to each Requisite Employee listed on Section 1.01(a) of the Seller Disclosure Schedule (as such list may be updated in accordance with this Agreement) ), other than the independent contractors or other individual service providers engaged through a general notice the Recruitment Outsourcing and Services Agreement by and between Glints Intern Pte., Ltd. and Boxed, LLC, dated March 2, 2021, or any successor agreement (the “Glints Contractors”) and the Master Services Agreement for Software Development and Consulting Services by and between Nearshore Growth Technologies Inc. and Boxed, LLC, dated January 4, 2023 (the “Nearshore Contractors” and together with the Glints Contractors, the “Contractors”). All such offers of transfer employment to (i) Requisite Employees (which shall not include the Contractors), other than the Leave Employees, shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence effective as of, and contingent upon, the Closing Date and (ii) Leave Employees shall provide for employment with Purchaser or an applicable Affiliate of Purchaser to commence at the expiration of such Leave Employees’ leave or period of disability; provided that such Leave Employees must return to active employment within three months of the Closing Date, or such offer of employment will be null and void. All such offers of employment shall be made in accordance with the applicable provisions of this Section 6.01. Upon request, Purchaser shall provide to Seller copies of any such offer of employment pursuant to methodologies mutually agreed upon by this Section 6.01. Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave shall terminate the employment or another approved leave of absence). In the case services of each Business Requisite Employee whose terms effective as of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed For all purposes of the remainder of this Article VI, with respect to have accepted such offerany Leave Employee, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions date that such offer of Leave Employee commences employment has not been accepted and with Purchaser or one its Affiliates shall be substituted for the terms “Closing Date” and “Closing”, respectively, wherever such term appears. Seller shall be solely responsible for the cost of any compensation or more of its Designated Affiliates notifies Seller within 30 days benefits provided to any Leave Employee with respect to the period following the Closing Date and prior to the date such Leave Employee transfers to Purchaser or its Affiliate, including any severance benefits payable to such Leave Employee upon a termination of such non-acceptance employment. At least three (3) days prior to the Closing Date, Purchaser shall deliver to Seller a complete and correct list of the offer. The Business Requisite Employees who are deemed have rejected Purchaser’s offer of employment. Offers pursuant to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.16.01 shall be sufficient to avoid statutory, contractual, common Law or other severance or similar obligations and shall otherwise comply in all respects with such applicable Law (including with respect to compensation and benefits).

Offers of Employment. The parties hereto intend that there Company has made or will be promptly make a continuity written offer of employment for all Acquired Company Employees and Business Employees following to each employee of the Closing DateManager listed on Exhibit A hereto who was or remains employed by the Manager through the date on which such offer is made (each, except as specifically provided in this Section 10.1(aan “Offer Employee”). At least five days Except as otherwise agreed between the Company and any Offer Employee, such offers of employment shall be made pursuant to an offer letter in the form attached hereto as Exhibit B. If accepted, the offers of employment will become effective on a date mutually agreed between the Manager and the Company that is expected to occur on or about August 1, 2022 and will in no event be later than December 31, 2022 (the date on which any such employment commences, the “Employment Commencement Date” for such Offer Employee). Each Offer Employee will (i) terminate employment with the Manager and its affiliates effective immediately prior to the Closing Date, Purchaser shall, or shall cause one or more of Employment Commencement Date and (ii) cease to be an active participant in any employee benefit plans maintained by the Manager and its Designated Affiliates to, make a general offer of employment, affiliates effective as of immediately prior to the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Employment Commencement Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions The Company acknowledges and agrees that such each offer of employment has to an Offer Employee in accordance with this Section 2.02 is subject to, and conditioned upon, the Offer Employee’s execution and non-revocation of a separation agreement and release of claims substantially in the form attached hereto as Exhibit C (the “Separation Agreement”). The Manager will provide each Offer Employee with a Separation Agreement and use commercially reasonable efforts to cause each Offer Employee to execute such Separation Agreement and the Company acknowledges and agrees that it will not been accepted hire any Offer Employee who does not sign, or subsequently revokes, such Separation Agreement; provided, that the Manager shall have no obligation to pay any fee or grant any material concession to any Offer Employee for the purpose of obtaining any such Separation Agreement, or pay any costs and Purchaser expenses of any Offer Employee or one third party resulting from the process of obtaining such Separation Agreement. The Separation Agreement shall include, among other things, a waiver by the Manager of any non-compete provision applicable to such Offer Employee with respect to the Offer Employee’s services to the Company and the Manager further agrees that it shall not seek to enjoin any Offer Employee from providing services to or more accepting employment with the Company or any of its Designated Affiliates notifies Seller within 30 days affiliates at any time following the Closing Date Effective Time as a result of such any non-acceptance compete provision applicable to the Offer Employee. For purposes of this Section 2.02 and Section 2.03 hereof, the term “Offer Employee” shall, upon written notice to the Manager, also include any specified employee of the offer. The Business Employees Manager who are deemed is allocated by the Manager to have accepted such offer, and all Acquired exclusively provide services to the Company Employees, are collectively referred or any of its subsidiaries pursuant to as the “Transferred EmployeesTSA after the Effective Time.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following Prior to the Closing Date, except as specifically provided the Selling Entities shall reasonably cooperate with Buyer and its Affiliates, (i) to discuss the functions of the Company Employees, and (ii) the post-Closing needs of the Business in this Section 10.1(a)light of Seller’s existing operating and restructuring plan and other considerations. At least No later than five days (5) Business Days prior to the Closing Date, Purchaser shallBuyer or its Affiliate may make an offer of employment to certain of the Company Employees, as determined by Buyer in its sole discretion, on such terms as determined by Buyer consistent with Applicable Law. All such employment offers made by Buyer or its Affiliates to any Company Employee will be contingent on the occurrence of the Closing, and will be subject to such Company Employee’s satisfaction of any interview, background check, or other processes that Buyer may require in each case in the ordinary course of business. If this Agreement is terminated, such offers of employment shall cause one be null and void without creating any Liability to Buyer or more of its Designated Affiliates to, make a general Affiliates. Any Company Employee who has received an offer of employment, effective as of the Closing Date, through a general notice of transfer (employment pursuant to methodologies mutually agreed upon by Seller and Purchaserthis Section 8.04(a) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business such Company Employee expressly rejects such offer before of employment prior to the Closing. Any Company Employee who does not become a Transferred Employee will be terminated by the Selling Entities and their respective Affiliates, and the Selling Entities shall be responsible for, and shall indemnify Buyer and their respective Affiliates against, any and all damages and Liabilities associated with the termination of employment of any such Company Employees, as applicable, whether incurred prior to, on or after the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that Date, including any employment-related legal claims brought by, and any severance benefits provided to, such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offerCompany Employees, and all Acquired Company Employees, are collectively referred to as the “Transferred Employeessuch Liabilities shall be Excluded Liabilities.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Buyer or one of its Affiliates shall offer employment for all Acquired to each Employee set forth on Section 4.15(a)(i) of the Company Employees and Business Employees following Disclosure Letter, on an “at will” basis effective on the Closing Date. Any Employee who accepts an offer of employment with the Buyer or one of its Affiliates shall be referred to as a “Transferred Employee”, except as specifically provided in this Section 10.1(a). At least five days provided, however, that any Employee who is not actively employed immediately prior to the Closing Date, Purchaser shall, Date (a “Leave Employee”) who accepts an offer of employment from the Buyer or shall cause one or more of its Designated Affiliates toshall not become a Transferred Employee until the date that such Leave Employee returns to active status with the Buyer or one of its Affiliates. With respect to Leave Employees, make all references to the “Closing” or “Closing Date” in this Agreement, except in this Section 6.1(a), Section 6.1(b) and Section 6.1(c), shall refer to the date on which a general Leave Employee becomes a Transferred Employee. Each offer letter of employmentemployment to an Employee shall provide for (i) the level at least equal to the level of base salary or base compensation provided to such Employee as set forth on Schedule 4.15(a)(i), effective (ii) target incentive opportunities (exclusive of equity incentive opportunities) that are no less than the level of such Employee’s target incentive opportunities provided to such Employee as set forth on Schedule 4.15(a)(i), (iii) the same work location provided to such Employee as set forth on Schedule 4.15(a)(i), and (iv) a title, duties, responsibilities, and authority that are comparable to those provided to such Employee as set forth on Schedule 4.15(a)(i). Prior to the extension of any employment offers in accordance with this Section 6.1(a), the Buyer shall provide the Asset Seller with a reasonable opportunity to review and comment on all documentation related to such employment offers. Effective as of the Closing Date, through the Asset Seller’s employment of each Transferred Employee, other than a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller Leave Employee, shall cease and Purchaser) to each Business the Buyer will not assume any Contracts for any Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absenceother than the Assigned Contracts and Assumed Employee Arrangements). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be (i) No later than the Closing, a continuity Buyer Party or its Affiliate (or a third party service provider) shall extend offers of employment for all Acquired Company Employees and Business Employees following to be effective as of the Closing Dateto all Seller Employees employed at a Target Property pursuant to a collective bargaining agreement with The International Union of Operation Engineers Local 39 (“Local 39”) (the “Union-Represented Seller Employees”) and who remain employed by any Seller Party or any Affiliate thereof as of the Closing on the same (ii) No later than the Closing, except a Buyer Party or their Affiliate (or third party service provider) shall extend offers of employment, to be effective as specifically provided of the Closing, to those Seller Employees who are not Union-Represented Seller Employees (the “Non-Union Seller Employees”) that such Buyer Party or Affiliate (or a third party service provider) selects in its sole discretion (other than Retained Employees) on terms and conditions set forth in this Section 10.1(a6.6, which offers of employment (if any) may be subject to satisfaction of such Buyer Party’s or Affiliate’s (or a third party service provider’s) standard employment qualifications, including verification of eligibility for employment; provided, however, that, subject to the Seller Parties’ satisfaction of the immediately following sentence, the Buyer Parties shall offer employment to a sufficient number of Seller Employees upon such terms as are necessary in order to avoid the imposition of any notice requirements upon the Seller Parties under the WARN Act (considering solely Seller Employees providing services to one or more Target Properties and disregarding any employment terminations (including without limitation any “mass layoff” or “plant closing”) occurring prior to Closing and/or affecting employees who do not provide services primarily to the Target Properties). At least five days prior Prior to the Closing Date, Purchaser shallSeller Parties shall provide Buyer Parties with information about actual and expected “Employment Losses” within the meaning of the WARN Act which may occur in the 90 days prior to the Closing, or shall cause one or more of its Designated Affiliates to, make a general in addition to Sellers’ obligations under Section 6.6(e) hereof. Any offer of employment, effective as employment made to a Non-Union Seller Employee by the Buyer Parties or an Affiliate (or a third party service provider) shall be for such base salary and target annual bonus which in the aggregate is equal to no less than 90% of the aggregate base salary and target annual bonus which such Non-Union Seller Employee was entitled to immediately prior to the Closing Date, through (a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence“Qualifying Offer”). In the case of each Business Employee whose terms of employment are governed by event a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s Buyer Party or an Affiliate (or one or more of its Designated Affiliates’a third party service provider) assumption of does not make a Qualifying Offer, and such Seller Employee receives severance pursuant to a Seller Plan, the Collective Bargaining Agreements). In Buyer Parties hereby agree that the case of each other Business Buyer Parties and their Affiliates shall not hire such Seller Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days for a period following the Closing Date of equal to the time period for which such non-acceptance of the offerSeller Employee’s severance payments were calculated pursuant to a Seller Plan. The Business Seller Parties shall cooperate with and use their best efforts to make the Seller Employees who are deemed reasonably accessible to have accepted such offer, the Buyer Parties and all Acquired Company Employees, are collectively referred to as assist the “Transferred Employees.” The parties will cooperate Buyer Parties in their efforts to comply secure satisfactory employment arrangements with legal and regulatory requirements any Seller Employees to accomplish whom the employment transfers described in this Section 10.1.Buyer Parties (or their Affiliates or third party service providers) wish to make

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five (i) No later than twenty (20) days prior to the Closing Date, Purchaser the Seller shall update the Business Service Provider Census. (ii) No later than fifteen (15) days following the date hereof, the Buyer shall, or shall cause one or more of its Designated Affiliates an Affiliate to, make an offer of at-will employment to each Seller Business Employee except those employees, if any, named pursuant to a general written notice to be delivered from the Buyer to the Seller concurrently with this Agreement (such employees that receive an offer of employment, the “Offered Employees,” and the employees named in such written notice, the “Non-Offered Employees”). Except as otherwise provided in the Employment Agreements, such offers of employment shall provide that for the period commencing on the date the Offered Employee commences employment with the Buyer or one of its Affiliates and ending on December 31, 2023 (or such earlier date as the Offered Employee’s employment with the Buyer and its Affiliates terminates), each Offered Employee shall be eligible to receive (A) base salary or wages (as applicable) and 2023 Target Annual Bonus opportunity (excluding “phantom equity,” equity incentive, long-term incentive, change in control or retention arrangements) that are no less favorable in the aggregate than those provided by the Seller to such Offered Employees immediately prior to the Closing and set forth on the Business Service Provider Census provided pursuant to Section 3.14(a); provided, that, subject to Section 6.09(d), the actual annual bonus payments, if any, for 2023 will be, subject to employee and company performance, consistent with the policies of the Buyer and its Affiliates, and (B) employee benefits which are substantially comparable in the aggregate to the employee benefits (excluding any equity incentive, long-term incentive, change in control or retention arrangements, deferred compensation, defined benefit pension benefits, or post-employment welfare benefits), provided to similarly situated employees of the Buyer and its Affiliates. With respect to each Offered Employee, such offer of employment shall be effective as of the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer shall be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before day following the Closing Date. Each Business Offered Employee who both accepts an offer of employment from the Buyer or one of its Affiliates and commences employment with the Buyer or one of its Affiliates is referred to herein as a “Transferred Employee” as of the day following the Closing Date. For the avoidance of doubt, no Non-Offered Employee shall be treated as a Transferred Employee for any purpose under this Agreement, regardless of whether the Buyer or any of its Affiliates enters into an agreement with such Non-Offered Employee pursuant to which the Non-Offered Employee will be deemed employed by or provide services to the Buyer or any of its Affiliates. (iii) Effective as of immediately prior to the Closing, the Seller shall terminate or cause to be terminated the employment of the Seller Business Employees who have accepted such offeroffers of employment with the Buyer or one of its Affiliates. (iv) The Buyer hereby agrees that, unless from and after the Closing Date, the Buyer and its Affiliates shall grant all Transferred Employees credit for any service with the Seller earned prior to the Closing Date for purposes (A) the Business Employee expressly rejects such offer before the Closing Date or of future vacation and paid-time-off accrual, (B) of determining severance amounts under any employee benefit plan, program or arrangement maintained by the Business Employee otherwise indicates by his Buyer or her actions its Affiliates that such offer provides severance payments or benefits for the benefit of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Transferred Employees, are collectively referred or (C) to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described extent expressly provided in this Section 10.1.6.09(c)

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date6.1.1 Seller shall deliver to Buyer, except as specifically provided in this Section 10.1(a). At least five not later than 45 days prior to the Closing Date, Purchaser an updated version of the Employee List that is current as of a date not less than 45 and not more than 60 days prior to the Closing Date. Not later than 15 Business Days prior to the Closing Date, Buyer shall, or shall cause one or more of its Designated Affiliates to, make offer employment with Buyer or one of its Affiliates to each Business Employee (other than each Leave Employee (as defined below)) providing for the same principal job location or a general principal job location as of immediately following the Closing that is no more than 50 miles from the employee’s principal job location as of the date of this Agreement and a position with a substantially similar title as of immediately following the Closing as the employee’s title as of immediately prior to the Closing, and with compensation and benefits consistent with the terms set forth in this Article 6; it being understood that such offer may provide for a reasonable adjustment to the territory of employmenta Business Employee who is a sales representative. Such employment with Buyer or one of its Affiliates shall be contingent on the Closing and, effective other than for Specified Employees, commence as of the Closing Date. Seller shall provide Buyer with all information reasonably necessary to make such offers of employment, through including each Business Employee’s legal name, address and e-mail address. For all purposes of this Article 6, with respect to any Delayed Commencement Employee, the date that such Delayed Commencement Employee commences active employment with Buyer or one of its Affiliates or the time of such commencement of employment shall be substituted for the terms “Closing Date” or “Closing”, respectively, wherever such term appears. Any Business Employee hired by Buyer or one of its Affiliates in accordance with this Section 6.1 shall be referred to as a general notice of transfer (pursuant to methodologies mutually agreed upon “Transferred Employee.” Nothing herein shall be construed as a representation or guarantee by Seller and Purchaser) to each or its Affiliates that any Business Employee will accept the offer of employment from Buyer or one of its Affiliates, or will continue in employment with Buyer or one of its Affiliates following the Closing. Buyer shall provide Seller with a copy of the form of offer letter, and any other documentation, to be used to make offers in accordance with this Section 6.1 at least five Business Days prior to the extension of such offers and will consider in good faith any comments promptly received from Seller. 6.1.2 Each Business Employee who (including any individuals on maternity leavea) as of the Closing, short-term disability leave or another is not actively at work as a result of an approved leave of absenceabsence (which, for clarity, shall not include vacation) (each, a “Leave Employee”). In , or (b) as of the case date hereof, is in the process of each Business Employee whose terms of employment are governed by applying for another position with Seller and its Affiliates and is listed on Schedule 6.1.2 (each, a Collective Bargaining Agreement (“Represented Specified Employee” and, together with Leave Employees, the “Delayed Commencement Employees”), will remain an employee of Seller and its Affiliates. Subject to Seller notifying Buyer of a Leave Employee’s return to active employment within 10 Business Days of such return, Buyer or one of its Affiliates shall make an offer shall be of employment to such Leave Employee on terms and conditions satisfying consistent with the requirements terms of this Article 6; provided that the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s Leave Employee returned to active employment with Seller or one of its Affiliates within six months following the Closing Date (or one such longer period required by applicable Law or more pursuant to an approved maternity or parental leave). The offer from Buyer or its Affiliate to a Specified Employee pursuant to this Article 6 may be accepted by the Specified Employee any time prior to 10 Business Days after Seller, or its Affiliate, notifies Buyer that the Specified Employee will not be offered the other position with Seller and its Affiliates. Seller shall inform Specified Employees of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of decision as to whether each other Business Specified Employee (“Non-Represented Employees”), such offer shall will be at the same base salary offered another position with Seller or base hourly wage rate as in effect immediately before its Affiliates prior to the Closing Date. Each Business Any Delayed Commencement Employee will who is offered and commences employment with Buyer or one of its Affiliates shall thereafter be deemed considered a Transferred Employee for all purposes of this Agreement. Seller and its Affiliates shall retain and be responsible for all Liabilities, costs and expenses related to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date employment or (B) the Business Employee otherwise indicates by his or her actions that such offer termination of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Delayed Commencement Employees, are collectively referred including the compensation and benefits payable to as such Delayed Commencement Employees, until the “date such Delayed Commencement Employee becomes a Transferred EmployeesEmployee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity of employment for all Acquired Company Employees and Business Employees following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days On or prior to the Closing DateDate and effective as of and conditioned upon the Closing, the Purchaser shallshall make offers of employment to each of the Business Employees other than (a) the Non-U.S. Employees and (b) the individuals set forth on Schedule 11.1(a) (such offerees, the “Offered Employees”) at the same seniority level and base salary and/or base wages applicable to such Offered Employees immediately prior to the Closing and on such other terms and conditions, including the terms of employee benefit plans, programs, policies and arrangements that are substantially similar in the aggregate to the terms and conditions provided by the Sellers and their Affiliates to such Offered Employees immediately prior to the Closing and on such other terms and conditions as determined by the Purchaser (the “Offers of Employment”); provided, however, that the Purchaser shall not be required to implement or maintain any retention pay program or arrangement other than a program to effectuate the retention payments to the individuals and in the amounts set forth on Schedule 11.5. Each such individual who accepts the Purchaser’s Offer of Employment shall cause one or more become an employee of its Designated Affiliates to, make a general offer of employment, effective the Purchaser as of the Closing Dateand shall be referred to herein as a “Transferred Employee.” Such Transferred Employees shall not have a guarantee of employment for any specific duration, through a general notice and shall be considered at-will. The Sellers acknowledge that Offers of transfer (pursuant Employment made by the Purchaser in accordance with this Section 11.1 shall satisfy the Purchaser’s obligations under this Section 11.1 including with respect to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any the individuals listed on maternity leave, short-term disability leave or another approved leave of absenceSchedule 11.1(b). In the case The Offers of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), such offer Employment shall be on terms and conditions satisfying the requirements of the made in compliance with all applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred EmployeesLaws.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there (i) At least ten (10) Business Days prior to the Closing, Parent or Buyer will, or will be a continuity cause one of its Subsidiaries to, extend an offer of employment for all Acquired Company to the Key Employees and Business Employees following each other Employee listed on Schedule 5.12(a)(i) as such list may be updated from time to time by Parent prior to the Closing Date(each, except as specifically provided in this Section 10.1(aa “Offered Employee”). At least five days Each such offer shall (i) be set forth in offer letters on Parent’s or Buyer’s standard form (each, an “Offer Letter”), (ii) be subject to and in compliance with applicable policies and procedures, including employment background checks and the execution of Parent’s or Buyer’s employee confidential information, invention assignment and arbitration agreement, (iii) provide for a base salary or base wage rate and cash bonus opportunity as a percentage of base salary no less favorable (in the aggregate) than provided to such Offered Employee by Seller at the time of such offer, (iv) provide employee benefits substantially similar to those provided to similarly situated employees of Parent or the Parent Subsidiary employing such Offered Employee, and (v) supersede any express or implied employment agreements, arrangements or offer letter in effect prior to the Closing Date. (ii) Effective as of the Closing, Purchaser shallParent or Buyer, or one of Parent’s Subsidiaries, shall cause hire and employ each Offered Employee who accepts and does not repudiate his or her offer prior to the Closing Date. Those Employees who accept employment from Buyer, or one or more of its Designated Affiliates toSubsidiaries, make a general offer pursuant to the offers of employmentemployment made pursuant to this Section 5.12 and commence employment with Parent or Buyer, effective or one of its Subsidiaries, as of the Closing, and the Transferred French Employees, shall be referred to herein collectively as “Continuing Employees.” Except as required by Applicable Law, each Continuing Employee shall cease to participate in or accrue additional benefits under any Employee Plan. Notwithstanding the foregoing, except as required by Applicable Law, no Continuing Employee shall have any continuing rights to employment for any period, and each such Continuing Employee shall be considered an “at will” employee. Effective as of the Closing Date, through Seller shall terminate the employment of each Employee who is not a general notice Continuing Employee. (iii) Parent or Buyer shall provide each Continuing Employee with credit for purposes of transfer eligibility, vesting and benefit accrual (pursuant other than under a defined benefit plan or with respect to methodologies mutually agreed upon by equity awards) under Parent or Buyer employee benefit plans in which such Continuing Employees participate for service on and prior to the Closing Date with Seller and Purchaserits Subsidiaries credited under the comparable Employee Plan; provided, however, that in no event shall Parent or Buyer be required to provide any service credit to any Continuing Employee to the extent the provision of such credit would result in any duplication of benefits. Parent or Buyer shall cause any pre-existing conditions or limitations (or actively at work or similar limitations), evidence of insurability requirements and eligibility waiting periods (to the extent that such waiting periods would be inapplicable under Employee Plans) under any Parent or Buyer employee benefit plans to be waived with respect to Continuing Employees and their eligible dependents. Parent shall use commercially reasonable efforts to provide the Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and annual out of pocket limits for medical, dental and vision expenses paid during the applicable period during the plan year in which the Closing Date occurs under any Employee Plans in satisfying any co-pays, deductibles and annual out of pocket limits for medical, dental and vision expenses for the corresponding period under Buyer employee benefit plans. (iv) Effective as of Closing, Seller hereby releases any Continuing Employee from any current or future obligation not to compete with any business of Seller. Prior to the Closing, upon the reasonable request of Buyer, Seller agrees to use commercially reasonable efforts to assist Buyer in Buyer’s efforts to hire and employ the Key Employees as of the Closing; provided, however, that, for the avoidance of doubt, the hiring and employment of any Key Employee as of the Closing shall not be a condition to the consummation of the transactions contemplated hereby. (v) Subsequent to the execution of this Agreement, Seller shall not take any action that would reasonably be expected to cause each Business Continuing Employee (including any individuals on maternity leave, short-term disability leave or another approved leave of absence). In the case of each Business Employee whose terms who accepts their offer of employment are governed by a Collective Bargaining Agreement (“Represented Employees”), with Buyer to not sign an Offer Letter or to not cause such offer shall be on terms Offer Letter to remain in full force and conditions satisfying the requirements of the applicable Collective Bargaining Agreement (as set forth in Section 10.1(a)(ii) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before through the Closing Date. Each Business Employee will be deemed to have accepted such offer, unless (A) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of such non-acceptance of the offer. The Business Employees who are deemed to have accepted such offer, and all Acquired Company Employees, are collectively referred to as the “Transferred Employees.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.

Offers of Employment. The parties hereto intend that there will be a continuity Subject to the terms and conditions of this Section 7.7, Buyer shall offer employment to each Business Employee who is actively at work as of the Closing Date and who satisfies Buyer’s employment policies and procedures. Each such Business Employee who (i) accepts Buyer’s employment offer, (ii) if requested, executes and delivers Buyer’s standard form of employment agreement or confidentiality and non-solicitation agreement and (iii) other than in the case of the person(s) identified in Schedule 7.7(a), actually performs services for all Acquired Company Employees and Buyer on the first Business Employees Day following the Closing Date, except as specifically provided in this Section 10.1(a). At least five days prior shall be deemed to the Closing Datebe a “Transferred Employee.” Each Business Employee who, Purchaser shall, at or shall cause one or more of its Designated Affiliates to, make a general offer of employment, effective as of the Closing Date, through a general notice of transfer is not actively at work (pursuant other than those who are on vacation) due to methodologies mutually agreed upon by Seller and Purchaser) to each Business Employee (including any individuals on maternity leavean approved medical, short-term disability leave disability, family, military or another approved other authorized leave of absence). In absence under Seller’s policies (collectively, the case of each Business Employee whose terms of employment are governed by a Collective Bargaining Agreement (“Represented Inactive Employees”), such offer ) shall not be on terms and conditions satisfying the requirements of the applicable Collective Bargaining Agreement deemed to be a Transferred Employee unless he or she returns to active employment within thirty (as set forth in Section 10.1(a)(ii30) below concerning Purchaser’s (or one or more of its Designated Affiliates’) assumption of the Collective Bargaining Agreements). In the case of each other Business Employee (“Non-Represented Employees”), such offer shall be at the same base salary or base hourly wage rate as in effect immediately before days following the Closing Date. Each Business Inactive Employee will be deemed to have accepted such offer, unless who does not report for active work within thirty (A30) the Business Employee expressly rejects such offer before the Closing Date or (B) the Business Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Purchaser or one or more of its Designated Affiliates notifies Seller within 30 days following the Closing Date of shall not be hired by Buyer, shall receive such non-acceptance of severance payments as such employee may be eligible to receive under Seller’s severance policy (if any) in effect immediately prior to the offerClosing and shall not be eligible for severance from Buyer. The During the period between the date hereof and the Closing Date, Seller shall allow Buyer reasonable access to the Business Employees who are deemed to have accepted conduct interviews and other customary employment screening to the extent permitted by applicable Law. Neither Seller nor any of its Affiliates (x) shall make any promises or commitments to any Business Employee with regard to his or her employment status with Buyer or the terms or conditions upon which such offeremployment might occur or be continued, and all Acquired Company Employeesor (y) shall take any action that would impede, are collectively referred hinder or otherwise interfere with Buyer’s efforts to as the “Transferred Employeeshire any Business Employee.” The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 10.1.